Beast Soul
by dragonsage1993
Summary: Escaping from Merlot labs team RWBY were exposed to a chemical that would change there lives forever.
1. Chapter 1

**I don't own RWBY**

**Chapter 1**

"well there is one thing I can do. Let's end this with a bang," merlot said before he hung up.

"team Merlot is going to blow up the whole lab you have got to escape," Ozpin said over the scrolls.

"okay time to go," Ruby yelled to her team as she sprinted to the door.

"Well this was fun but it's time to go. To the escape hatch," Yang yelled heading to the door.

As the four were running they missed a contained of blue liquid fall over and spill out. Shortly after being exposed to the air it had turned into a gas. Mixed with the dust clouds and the explosions that were already starting to happen no one noticed the blue gas they had all breathed in. eventually they reached the hanger.

"good job team the bullhead should be there any moment," Ozpin said. As soon as he finished the airship arrived Team RWBY jumped on bored and the ship hightailed it out of there. Team RWBY looked back and watched as the island went up in flames.

"Well that was exhausting," said Weiss as she sat down against the wall of the bullhead.

"C'mon Weiss that was pretty fun," Said yang.

"fun or not I hope that is the last we see of merlot," Said Blake.

"somehow I doubt it is," said Ruby as she was the last to turn away and closed the bullhead door. "do you think there is more of that strange green goo?"

"it looked natural with how he was excavating it, but I know the SDC has never seen anything like an we have multiple dig sites around remnant. So, it is possible that it was unique to that island," Weiss said.

"if so, then why would merlot blow it up," asked Blake. "he seemed like the type that wouldn't blow up his only source."

"he might not have wanted atlas or vale to study his notes, so he cut his losses," Yang said. "I mean after we took out that deathstalker it seemed like he lost his best defense.

"true and if any of that island survived, I have little doubt general ironwood is going to be scouring that place for any leads on merlot and his research. If he could find a way to evolve Grimm maybe his notes could be used to find a way to weaken them," said Weiss.

"hey since we exposed the island do you think we can get credit if they do," asked Yang.

"I think most credit would go to the scientist," said Blake with a smirk the group talked about a few things till they were about halfway to beacon. Once at the halfway point ruby collapsed on the ground.

"RUBY," yang yelled as she ran to her sister. She picked her up and put her hand on her forehead. "Guys she is burning up. Hey, pick up the pace."

"Got it," said the pilot as he increased their speed.

"Was she exposed to something on the island," Blake asked.

"Guys I don't think ruby was the only one," Weiss said as she felt her own forehead was getting hotter. "make sure beacon knows we have a medical emer," before she could finish, she lost consciousness.

"Weiss," Blake said making her way to the white-haired girl. Before she could make it all the way she felt her legs give out from underneath her and collapsed as well. Before she lost consciousness, she saw yang collapse as well still holding onto Ruby.

"SHIT," the pilot said seeing this. "Beacon tower this is flight 6385 we have medical problem and need medical ready when we land ETA forty minutes."

"flight 6385 what is the medical emergency," replied the tower.

"Not sure sir they were talking and acting fine till they started to drop. They appear to be breathing but I heard form one of them before they passed out that they are running a fever."

"understood 6385 we will have a landing spot ready for you with medical ready to take them," tower responded. With the conversation over the pilot picked up pace even more pushing the engines to their limits. He had never lost passengers before and he would be damned if he lost a full team. Thirty-two minutes later he arrived at beacon and landed at the designated landing pad. "Were here girls you better be okay," he said as he landed.

Wasting no time beacon medical was on board and getting all four girls on stretchers. "I have a rapid heartbeat and 102 fever," said the technician examining ruby.

"Same here with bit higher fever," said the one examining yang.

"okay let's get these girls to the infirmary and get the ice dust ready. we have to cool these girls down," said Dr Petal, head of beacon infirmary. The others nodded and loaded them up before rushing them away. "you to Brown just because you are still conscious does not mean you weren't exposed."

"got it mam," said Brown as he sat down on a stretcher he was hooked up and pushed away as well.

On the way to the infirmary the group passed team JNPR. "Guys wasn't that RWBY," Jaune asked in concern. He had already changed direction to follow his friends.

"It was," Pyrrha answered in equal concern as she went with Jaune.

"I'm afraid I will have to ask you to stop here," said Ms. Goodwitch to team JNPR. "Team RWBY may have been exposed to a pathogen and need to be kept under quarantine."

"Are they going to be okay," Asked jaune.

"We don't know but don't worry beacon has one of the most advance medical facilities on remnant they are in the best hands possible," she said to the team.

"Even so I think we will stay here for now," said Jaune as he sat down on one of the chairs located outside the infirmary. The rest of his team followed suit. Ms. Goodwitch just nodded her head at the sign of friendship JNPR was showing. She then left to report what happened to Ozpin.

Inside the infirmary

"Any progress," Petal asked. She had the girls on a specially designed bed that used ice dust to cool down patients with high fevers.

"No mam they still have high fevers and rapid heartbeat," said one of the staff members. "There aura is acting weird though."

"Weird how," asked petal.

"it seems to be concentrating on a few areas of their bodies and is behaving like its healing an injury. But as far as we can tell they have no injury in that location. It's also rapidly depleting itself as soon as it regenerates," the staff member replied.

"I see," said petal in deep thought. "maybe their aura knows something we don't give them an aura booster shot to help the aura out."

"yes mam," they replied and got the shots ready. As soon as it was ejected into the girls it caused them to let out a scream of pain. There aura expanded from there body's creating an aura cocoon around them. "What the hell," said one of the nurses.

"get ready we don't know what is going to happen next," said Petal. she watched the cocoons wearily. Suddenly the yellow one that contained MS. Xiao long started to shake and crack. The staff near it took a step back but found it wasn't enough as a full-blown dragon emerged from the dome knocking them aside and into the other tables. The dragon had a serpentine like body with yellow scales around the upper middle of the body was a pair of small wings. The dragon looked around wildly in confusion before it let out a loud roar and broke through the wall. To the outside.

They didn't have much time to react as the white and black cocoons broke and revealed a large black furred two tailed cat and a white nine tailed fox. Both creatures looked around in fear and confusion till the fox bolted for the door with the cat running to a hole in the wall they did a brief double take when the cat started to fly.

"well this is interesting," said a calm heavenly voice. They turned to look at the source of the voice and had their jaws drop. It came from an adult version of MS. Rose with six white wings on her back and giving off a holy feeling.

"MS. Rose," petal asked.

"Hello doctor petal. You may want to get someone to round up my teammates. It appears that what ever happened to them kicked in their fight or flight response," said ruby

"Then why did the run and not fight," asked Petal. "your sister doesn't strike me as the flight type."

"because somewhere they understood you were an Ally, so they went with the only other option," Ruby responded.

"then why are you calm," asked a nurse.

"it appears my transformation included some knowledge and understanding. Thank god for that," said ruby entering into a prayer.

"what is happening here," yelled Dr. Frost. He is second in command of the infirmary. As soon as he entered the room ruby looked at him with her face turning into a look of anger as a spear of light formed in her hand and threw it at him.

"Ms. Rose," Petal yelled in shock.

"Silence this piece of filth needs to be purged," Said ruby." I can see the taint of your soul and the foul deeds you have done. Did you enjoy raping you ten-year-old niece last night. And not for the first time."

"She enjoyed it," he said only for his eyes to widen at what he said. "I mean she was very enjoyable. What?"

"it is impossible to lie in my presence," said ruby as she made another spear to throw at him. "Prepare to burn for your sins."

"Ms. Rose while I agree he needs to be punished for what he did," she gave her colleague a dark glare. "I can't let you kill him in cold blood.

"I didn't intend to," said ruby as she threw the spear and it hit him right in the privates. "Okay I'm better now," she said as she sat down in her chair. "but it seems I'm also being slightly affected."

"Slightly," said a nurse trying to keep Frost from bleeding.

"Dr. petal if you could please knock me out the time asleep should allow my mind to process the changes," Ruby said.

"are you sure," Petal asked.

"yes, it would be for the best," ruby said. Petal just nodded and got a sedative ready, once it was ready, she injected Ruby causing her to fall asleep. Once she passed out the aura dome appeared again causing her to revert to her younger body but still possess four white wings.

"place her on a bed back up I don't want to hurt the wings," petal said. She then called Ozpin. "Headmaster we have a problem," she said.

In his office all he could say was, "really I hadn't noticed." She then dove out of the way to avoid being eaten by a yellow dragon. "would this have anything to do with a dragon that broke into my office?"

"that would-be Ms. Xiao long. Whatever they were exposed to caused them to change into these creatures and seem to be operating on a fight or flight response. Best plan is to knock them out," peach said.

"I see," said Ozpin. He swung his cane around and got ready to fight a dragon. "I haven't gone dragon slaying in a long time."

**Well here is a story that has been stuck in my head for a while since I first heard the story line for Grimm eclipse. I mean if merlot was coming up with ways to improve Grimm there was little chance, he made of had another chemical in that lab RWBY could have been exposed to. I did consider making them become part grim instead but went with mythical Faunus instead. **

**If any of you can come up with a better tittle Beast Souls was just the best one that came to mind, but I'm not sold on it.**

**Please read and review.**


	2. Chapter 2

**I do not own RWBY. **

**Ch 2 Taming the Beast**

Ozpin slid out of the way as the breath of fire launched his way. He took out his scroll and called Goodwitch and Peter. "Glynda, Peter I need you to track down the other members of team RWBY. Just look for a large cat and nine tailed fox."

"Understood Ozpin, I have sight of the flying cat near the forest." Said Peter. "I am going to take team CRDL with me to help corner her."

"I got a call from miss Niko's team is chasing the fox now," said Glynda.

"good luck," said Ozpin as he had to hang up to avoid another blast of fire. "Now Ms. Xiao long I don't to hurt you so if you could please calm down and," he had to put up a barrier to block a large blast of fire launched at him.

"okay so force it is," Said Ozpin. He charged at the dragon and tried to hit it, but the serpentine body allowed it to avoid most of the hits and the scales weakened the ones that did get through. "okay looks like I'll have to put an effort into this. He used a little magic to slow Ms. Xiao long down to land a clean hit on her head.

"to his surprise the spell had no effect and he took a good headbutt from yang. "I forgot dragons have magical resistance," he said to himself as he pulled himself out of his wall. He focused his aura and magic to increase his speed and strength to land a few blows on Yang. This angered Yang so she launched a blast of fire at him. He put a barrier up to block the blast. Once it was done, he launched a series of blows on Yang's head. He finished his attack with a strong upward swing to knock her head into the air and did a baseball swing to knock her back. Focusing a large amount of power into the head of his cane he charged forward and landed the hit in the center of her body sending her out the window.

As she was flying out her tail wrapped around Ozpins foot pulling him out the window as well. Ozpin quickly hit the tail getting his foot free. He then threw his cane at one of her wings and winced when he heard a loud cracking sound. The wing bent at a weird angle and his cane flew back to him. Yang then started to fall to the ground with Ozpin right behind her. He went into a dive to catch up with her. Once he reached her head, he used his cane to deflect several attempts to bite at him from Yang. Moments before they hit the ground Ozpin landed a strong blow against Yang's throat causing her to hit the ground forming a crater. Ozpin landed on her body with his cane pointed at her head. He heard a camera click to his side and saw Velvet taking photos. Yang's body encase in an aura cocoon that revealed yang with her dragon wings and tail.

"Ms. Scarlatina, I would like copies of those photo's please," said Ozpin "I may use one as a new wallpaper."

"of course, sir," said Velvet. "What happened to Yang," She said with concern.

"I intend to find that out," said Ozpin as he leaned down to pick yang up and bring her to the infirmary.

**Blake**

C'mon young chaps this reminds me of a hunt in my youth," said Peter as he got on a launch platform.

"You had to chase after a student that turned into a giant cat," said Cardinal. He and his team were minding their own business when the professor saw them and ordered them to come with him. At first, they thought they were in trouble but later learned that they were heading for the giant flying cat over the emerald forest. The rest of his team summoned their lockers and got on a platform with him.

"not quite at the time we were hunting a griffin but its close enough. Now Winchester me and you are going to aim for Ms. Belladonna and knock her onto the ground," said Port.

"how will we keep her down it's not like we can aim for her wings," Sky asked.

"once on the ground Mr. Thrush and Bronzewing will stay in the trees and use fire to keep her on the ground while the three of us aim to incapacitate her," Peter said.

"Okay let's knock this animal down a peg," said Cardinal with a dark smirk.

"Mr. Winchester may I remind you that is a fellow student," Said Port in an angry tone.

"yeah, yeah," said Winchester as he got ready to launch. Port gave him a brief look before activating the launch pad.

Port and Cardin flew directly at Blake. Port managed to reach her first, but Blake sidestepped his attack and he flew past her. Her motion put her directly in Cardin's path. She saw him and used her tails to try and block him. He activated the dust in his attack causing an explosion that sent Blake flying backward but she stayed in the air. She saw Cardin falling into the woods and was about to charge at him when she got a hard hit on the back of her head.

Port fired his weapon after missing Blake using Cardin explosion to hide the sound. He saw Blake aiming to attack Cardin, so he hit her in the back of her head sending her into the ground. On the ground she shook her head and was about to head after the two people in the air but had to go back down to avoid gunfire from the trees. once she was back on the ground, she had to jump left to avoid a shot from ports blunderbuss. She let out a his she let out a loud roar and wrapped one of her tails around the tree and threw it at them. Port cut the tree with the ax portion of the weapon and used one of the halves to jump to the side and land in one of the trees. He hooked the ax on a branch of the tree and spun around to avoid a large boulder Blake had thrown at him.

Blake jumped back to avoid the landing Cardin who set of another explosion to land on the ground. The explosion caused a dust cloud blinding Blake. He jumped out of the cloud and swung his weapon into the ground sending a wave of damage at Blake. She managed to dodge the attack with ease with sky jumping down from a tree to hit her with his halberd. She heard his battle cry and caught him with one of her tails. She then threw him at Cardin sending both into a few trees.

Port sees this and just shakes his head. He makes sure his weapon was reloaded with large supply of dust. He fired twice at Blake while moving between trees. As he moved, he hit a few trees with his ax causing large indents. In the trees. Blake chased after him, but he managed to avoid her with expert ease and continued to damage some of the trees around them.

"Winchester now," port ordered Cardin dove from the tree top he was on and aimed his weapon at Blake. She managed to just avoid the attack but had to try to jump into the air to stay out of the dust cloud. Port let lout a small smile at he fired his weapon at three of the trees. Causing them to fall towards Blake. She saw two of them and managed to avoid them, but it put her in line with the third that hit her square in the back and crashed her into the ground. The attack left her stunned and before she could recover Cardin came up to her and swung his weapon down on her head knocking her out.

"Well that wasn't so bad," said sky.

"True but know we must bring Ms. Belladonna back to beacon and take on any Grimm our fight may have attracted," Port said.

"How are we going to transport this giant cat," Sky asked. As soon as he did an aura cocoon wrapped around her and she changed back into her old self. Only her bow was missing, and she had a pair of cat tails. "well that will make it easier," Sky said.

"Mr. lark if you would carry Ms. Belladonna, we can meet with your teammates to a pickup point for a bullhead," said peter. He then fired at a Beowulf that had appeared.

**Weiss**

"So why are we chasing a fox," asked Nora. As her team ran after the fox running in the hallway.

"Because it has the same eyes and hair color as Weiss and ran out of the infirmary after we heard that explosion," said Jaune.

"you don't think that's Weiss do you," asked Nora with a laugh.

"I've contacted Mrs. Goodwitch and she told us to keep up with the fox till she arrives," Pyrrha said.

"look out," said Ren jumping to the wall to avoid Weiss after she changed directions.

"AHH," yelled Jaune as he put his arms in a cross as Weiss tackle him. She launches several bites at his heads he barely manages to avoid till his left arm gets bitten and she won't let go. Luckily his aura kept her from biting down on his skin, but she still had a good grip.

"Bad Fox," Nora yells tackling Weiss off him. Jaune rubs his arm as he gets up and sees Nora putting Weiss in a headlock while she tries to buck off. She had a good hold on her till Weiss started to use her tails to hit Nora repeatedly in the head. Till her grip loosened and allowed her to knock Nora off. She then lunges at Nora only to bite onto Pyrrha's spear. She had summoned her locker after she attacked jaune.

Weiss let lout a growl as her tails lunged at Pyrrha. She was caught off guard by the strength of the tails and could not block all of them till she got her weapon free but had to jump back. Weiss jumped after her only to be blocked by Jaunes shield. Nora came behind her and said "FORE." She let out a strong swing sending her flying down the hallway. Before she could hit the wall, she was caught by an invisible force.

"Good job JNPR now let's bring Ms. Schnee back to the Infirmary," Goodwitch said.

"Wait that really is Weiss," said jaune in surprise. "What happened?"

"Right now, we think they were exposed to something out in the field," said Goodwitch. "that is all we know." The whole time Weiss is snarling and fighting against the force keeping her up in the air. She suddenly let out a loud growl as her eyes glowed briefly. Suddenly a blast of snow shot down the hallway causing them to put there arms up and canceling Goodwitch hold. When it hit, they felt nothing and saw no change to the environment. But Weiss was turning down the hallway.

"I remember reading that kitsune's could make illusions it appears Weiss is the same," Ren said.

"Great any ideas," Jaune asked.

"From what Ozpin reported knocking her out will return her to normal," said Goodwitch looking at her scroll.

"Great now we just have to find her," said jaune. "And illusions are not going to make it easy."

"Chase after her and if you find the real one corner her in a classroom," Said Goodwitch the group of five see Weiss heading in three directions they split into their partners and Goodwitch taking the third path. Jaune and Pyrrha chase after Weiss as she takes several turns trying to lose them. There run ends however when Yatsuhashi steps into the hallway and Weiss runs into him and vanishes.

"Dammit that was an illusion," Jaune said.

Goodwitch was chasing after Weiss and had finally met her in a long hallway allowing her to use her semblance to put something in her path causing her to run into it and disappear. Goodwitch let out a hiss of annoyance and went to find the members of team JNPR.

Nora and Ren were chasing after Weiss when ren saw an open door up ahead. He let loose storm flower guiding Weiss into the room. Once she went inside, they took position guarding the door.

"We have her in classroom 329," ren said over his scroll.

"understood we will be there soon," said Goodwitch. "Just keep her in there."

"We will," said ren. He then hung up and saw Nora had a large smile on her face. "Nora No."

"Nora Yes," Nora said launching a smoke grenade into the classroom. She then turned her weapon into a hammer and waited till she saw the coughing fox try to jump through the door. Once her head left the door Nora swung her hammer hitting her square in the head knocking her back into the room. There was also a loud crashing sound.

"What was this classroom for," ren asked fearing the worse.

"it used for maintenance classes to repair down bullheads in case of machine failure. This week they were focusing on replacing the windshield or make temporary replacement," Goodwitch said up to them.

She used her semblance to push the smoke away so she could open the window. Once she did, she got rid of the rest of the smoke to reveal an unconscious Weiss with nine fox tails and fox ears. There was also multiple broken bullhead windshields and broken equipment.

"oops," Said Nora.

"Ms. Valkyrie we will have words later but for now let's get Ms. Schnee to the infirmary," Goodwitch said lifting Weiss up and taking her out of the room.

"Well guys I think we should just get some food and wait for team RWBY to wake up," Said jaune. "Whenever that is?"

"I think we will know when Weiss wakes up and sees her new features," said Ren.

**Well team RWBY is back in the infirmary. Just to be clear they won't go on a rampage like this again. This was caused by the chemical forcefully changing part of there DNA and the resulting carnage. As for abilities they each gained a few thanks to there changes. Some of which are stronger in their beast forms then normal forms. Here is a simple list of powers. **

**Ruby-Angel**

**Soul sight-allow her to see people inner soul to see dark secrets as normal ruby can tell if they have a darker than normal soul while beast mode allows her to see their dark deeds. Will also let her identify maidens (once she learns of them) and see Ozpin full soul in beast mode.**

**Truthful field-while normal ruby makes it harder for people to lie to her while in beast mode, they can't lie period.**

**Light manipulation-able to create weapons of light (Like angels and fallen in Highschool DXD)**

**Weiss-Nine tailed fox**

**Illusions- able to make illusions stronger in beast mode**

**Fox fire-able to create fox fire**

**Blake-Cat sithe**

**Flight- able to run on air. Easier to do in beast mode but can be done normal**

**Telepathy- able to communicate telepathically range increase in beast mode**

**Size change- in beast form she can change her size from a large beast to a common house cat.**

**Yang-dragon**

**Magic resistance- able to resist pure magical attacks stronger in beast mode**

**Fire immunity- no fire can affect her. Can even bathe in lava.**

**These are some of the abilities I have given them at this point and more may appear as they grow stronger. And yes, Cinder would have a very tough fight against Yang due to both of those traits but oh well she needs something to shrink that ego of hers.**

**Some may feel team RWBY will be overpowered but against some enemy's they will still struggle. there abilities are greatly downplayed in their human forms VS their beast forms that they will not be able to access right away. At best one of them will be able to access their form by the end of volume three.**

**Still open to new tittle ideas.**

**please read and review **


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